Regent Acquisitions Limited made an offer to acquire remaining 97.8% stake in TClarke plc from Regent Gas Holdings Ltd, Regent Gas Retirement Benefit Scheme and others for approximately £84.6 million on April 16, 2024. The consideration will be paid £1.60 per share. The transaction has been approved by the TClarke plc board of directors. The transaction is subject to TClarke plc shareholder , regulatory and court approval. The Scheme is expected to become Effective at the end of the second quarter or early in the third quarter of 2024, subject to the satisfaction or (where applicable) waiver of the Conditions. The Consideration payable by Regent pursuant to the Acquisition will be funded from existing cash resources available to Regent Gas Holdings Limited ("RGHL") and Regent Gas Limited ("RGL") and transferred to Regent pursuant to inter-company loans between RGHL and RGL, and RGHL and Regent. SPARK, in its capacity as financial adviser to Regent, is satisfied that sufficient resources are available to Regent to satisfy in full the Consideration payable to TClarke Shareholders pursuant to the terms of the Acquisition. As of May 29, 2024, a majority in number of Scheme Shareholders present and voting (and eligible to vote), whether in person or by proxy, representing not less than seventy-five (75) per cent. in value of the Scheme Shares held by the Scheme Shareholders, voted in favour of the resolution to approve the Scheme at the Court Meeting and the resolution proposed at the General Meeting (to, among other things, amend the articles of association of the Company), as set out in the notice of the General Meeting, was duly passed by TClarke Shareholders without amendment, representing not less than seventy-five (75) per cent. of the votes cast at the General Meeting. As of May 29, 2024, the transaction is expected to close on August 31, 2024. As on June 7, 2024, The boards of directors of TClarke and Regent are pleased to confirm that the UK National Security and Investment Act (NSIA) Condition has now been satisfied. The Acquisition remains subject to the satisfaction or where applicable waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing and delivery of a copy of the Court Order to the Registrar of Companies. As on June 21, 2024, TClarke is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented. Pursuant to the Court Order, the Scheme will become Effective on delivery of the Court Order to the Registrar of Companies. It is currently expected that the Effective Date of the Scheme will be June 25, 2024.The Scheme Record Time will be on June 24, 2024.


Sean Geraghty, Tair Hussain and Mark Jephcott of Simmons & Simmons acted as legal advisor to Regent Acquisitions Limited. James Kaye of Pinsent Masons acted as legal advisor to TClarke plc. Matt Davis, James Keeshan and Adam Dawes of SPARK Advisory Partners Limited acted as financial advisor to Regent Acquisitions Limited. Ben Jeynes, Henrik Persson and Hamish Waller of Cavendish Capital Markets Limited acted as financial advisor and fairness opinion provider to TClarke plc. Link Group Limited acted as TClarke plc?s registrar.

Regent Acquisitions Limited completed the acquisition of remaining 97.8% stake in TClarke plc from Regent Gas Holdings Ltd, Regent Gas Retirement Benefit Scheme and others on June 25, 2024. As the Scheme has now become Effective, TClarke duly announces that, Iain McCusker, Peter Maskell, Aysegul Sabanci and Jonathan Hook have each tendered their resignation and stepped down from the TClarke Board. Mark Lawrence, Mike Crowder and Trevor Mitchell will remain as directors on the TClarke Board. Deep Valecha has been appointed as a non-executive director of TClarke.